It has been hypothesized that the amygdala mediates the processing advantage of emotional items. In the present study, we employed functional magnetic resonance imaging (fMRI) to investigate how fear conditioning affected the visual processing of task-irrelevant faces. We hypothesized that faces previously paired with shock (threat faces) would more effectively vie for processing resources during conditions involving spatial competition. To investigate this question, following conditioning, participants performed a letter-detection task on an array of letters that was superimposed on taskirrelevant faces. 7 Attentional resources were manipulated by having participants perform an easy or a difficult search task. Our findings revealed that threat fearful faces evoked stronger responses in the amygdala and fusiform gyrus relative to safe fearful faces during low-load attentional conditions, but not during high-load conditions. Consistent with the increased processing of shockpaired stimuli during the low-load condition, such stimuli exhibited increased behavioral priming and fMRI repetition effects relative to unpaired faces during a subsequent implicit-memory task. Overall, our results suggest a competition model in which affective significance signals from the amygdala may constitute a key modulatory factor determining the neural fate of visual stimuli. In addition, it appears that such competitive advantage is only evident when sufficient processing resources are available to process the affective stimulus. Keywords attention; emotion; fear conditioning; facial expressions; fMRI A popular view of visual processing suggests that multiple items compete for limited processing resources (Desimone and Duncan, 1995;Kastner and Ungerleider, 2000). Such competition can be biased by both bottom-up and top-down factors, such as stimulus salience and selective attention, respectively. Whereas directed attention to a stimulus facilitates its processing, both perception and the underlying neural responses of objects outside of the focus of attention are attenuated when attentional resources are consumed (Rees et al., 1997). At the same time, the perception of emotion-laden visual stimuli, such as facial expressions and emotional scenes, is thought to be prioritized, and to proceed under some conditions of inattention (Pessoa, 2005;Vuilleumier, 2005). In attempting to understand whether emotional perception depends on attention, investigators often focus on the amygdala, a subcortical structure that is believed to be important for the processing of biologically relevant stimuliCorresponding author: Luiz Pessoa, Department of Psychological and Brain Sciences, Indiana University, 1101 E 10 th Street, Bloomington, IN 47405, Email: lpessoa@indiana.edu. Publisher's Disclaimer: This is a PDF file of an unedited manuscript that has been accepted for publication. As a service to our customers we are providing this early version of the manuscript. The manuscript will undergo copyediting, typesetting, and review of the resultin...